In the Shadow of Erebor
by Truthful nomad
Summary: The next installment in my Life in Lake-town series. The first is called "the Plight of the Dwarves". In this episode, Thorin and company are finding life in Lake-town to be hard. The men of Lake-town are not welcoming and the company of Dwarves still have many dangers to face.
1. Chapter 1

** So this is a continuation of my previous story, "Plight of the Dwarves." You should probably read that one before you read this one. But in case you haven't, here is the general run down: **

**The last story left off with Thorin and the other Dwarves getting jobs in Lake-town and deciding to settle there, at least until the winter is over or until they can get into the mountain. The company had escaped captivity in the Orc caves after Bolg and his men captured them on the river as they were trying to escape from the Elves. Legolas and Tauriel were inadvertently captured with them. Eventually they got out of the caves and made it to Lake-town.**

**Fili and Kili were on the mend after they both got shot with a very long Orc arrow. Legolas and Tauriel had gone back to take care of Bolg and then to try and get approval from King Thranduil. Bard has been helping the Dwarves and has suddenly found himself more involved in their affairs than he wanted to be, because now he has Nori as a trading partner.**

**Bilbo was suddenly stuck caring for two of his own kin after his cousin and cousin's wife died in the Orc caves, Frodo and Asphodel, his niece and nephew, without any parents. Yes, I know Frodo wasn't even born at this point in the book but he is now. And he's the eldest so we can say he's about 40. Asphodel is my own character, she is Frodo's younger sister and grew up with him in the shire until she and her family were taken prisoner by slave mongers and ended up in Bolg's hands. Asphodel is a young woman of about 35 years of age (according to the LOTR wiki, 33 is considered mature for a hobbit, so I guess she's be in her late teens early 20's if she were human).**

**The other two original characters in this story were Bringa and Brenna, two gnomes. Gnomes weren't ever mentioned in the books, but I'd imagine they would exist on Middle Earth. These gnomes come from the far north and their people were scattered. Gnomes are roughly the same size as Hobbits, maybe a few inches taller. They have large round Dwarf like ears. They are mainly artisans. And since they are similar to hobbits, I am going to say they have the same lifespan as Hobbits. So we can say Bringa is a young mother, perhaps about 60 years old. Brenna is a about 33 years old, so around the same age as Asphodel.**

**Bringa and Brenna were captured by slave mongers and brought to Bolg where they eventually meet with the company. Upon arrival in Lake-town, Bringa fell ill with pneumonia. And that is the summery from the previous episode. This episode takes place a few weeks after the first one…**

A fresh blanket of snow fell over the land and the lake froze solid signaling to the people of Lake-town that winter had arrived. It was a time of hardships for the people of the lake, as if they didn't suffer from many hardships already. The frozen lake made their boats useless and sleds and skis became the main mode of travel.

It did not take long for the people of Lake-town to become aware of the company of Dwarves that had taken up residence in the abandoned farmland to the north of their town. Some had even seen Thorin Oakenshield working hard on the forge in the small workshop near the market. Or perhaps they had caught glimpses of the hardened warrior, Dwalin as he patrolled the streets looking for troublemakers.

Some townsfolk even ventured out of their town in hopes of catching a glimpse of the Dwarves living in the farm houses. No one in living memory had ever seen a Dwarf, though everyone in Lake-town knew the tales of King Thror, the king under the mountain. And everyone knew about the sleeping dragon that now dwells under the mountain which was visible at all times from their town.

That the king of carved stone had returned and was now living as a commoner perplexed the townspeople. Many walked passed his work shop, trying to catch a glimpse of him. Some wondered what he was waiting for. He didn't appear to be as kingly at the moment as he hammered away on the forge, churning out beautiful iron masterpieces. If he was truly the king, why was he wasting his time trying to earn a coin? He should have slain the dragon by now and brought Lake-town the prosperity its people had been longing for for so long.

Some people looked towards Erebor with hope. Others looked to it with fear. There were those who wished Thorin Oakenshield would go waltzing into that mountain and take care of Smaug once and for all. They were impatient. They were tired of the hardships that had befallen them in this town.

There were those who feared what might happen to their town if Smaug awakened. They all knew what had happened to Dale, they were all the descendants of the survivors of that town, after all. Every single one of them had an ancestor who had been around when Smaug had destroyed the city on the slopes of the mountain.

Then there were some people who simply wanted to be left alone. All they wanted was peace. They slaved away for little profit while the master lived in luxury, but they didn't want to be the ones to complain. They accepted their lot with little resistance, just trying to get by one day at a time.

But the hardships were getting harder and harder to ignore. All the shop owners of Lake-town dreaded the conclusion of the day's work for every evening, as the shops closed and the wearied craftsmen and workers prepared to go home, Alfrid would go door to door collecting all their earnings for the day saying it was taxes for their labor. They were allowed to keep a few copper coins if they were lucky. Then, Alfrid would collect all the works the craftsmen had completed that day, saying it was to be shipped off where it would be sold to more prosperous towns while the master kept the profits of trade. They were allowed to keep a small percentage of their works to sell in the town market for fixed prices which were heavily regulated.

And so the wearied people of Lake-town longed for a change. Some looked to it with hope, others with fear. And they all expected the change to come from the king of the prophecies. They didn't understand what he was doing. He was working amongst them, living amongst them, as if he were one of them. He was subjected to the same tax and good collections as they were. Rumors spread that perhaps this was a false king. He didn't have the power to kill Smaug and he didn't belong here. He was subjected to jeers and insults everywhere he went in this town. They didn't trust him; they didn't want him in their town.

But Thorin himself knew the truth. He took their insults because he pitied their lot. He knew they were all scared, wearied, and angry. He knew they wanted him to act. But he also knew that he couldn't. The secret door had been lost. None of the townsfolk were aware of that. They didn't know about the key and the map with riddles about Durin's day. Durin's day had passed and with it, any hopes of getting into Erebor. But he couldn't tell them that. So he accepted their jeers stoic and silently.

After all, Thorin thought as he walked home after a long day of work, he wasn't the only one he had to care for. Out in these farm houses, he had suddenly found himself the leader of a small community of Dwarves, Hobbits, and Gnomes. They needed him to lead them and to care for their needs.

Thorin bought a small loaf of bread at the local bakers that cold winters evening. It was a small loaf, not enough to feed three, but it was all he could afford on meager wages. He was exhausted from the day's work and looking forward to being home in his stone cabin.

As the king started out for his cabin home, his breath turned to fog in the winter air. All around him, the world was blanketed in ice. He walked out onto the ice, moving slowly on the slippery frozen water. He had a short commute home; the lights in the windows of the farm houses were already visible as he made his approach. But his walk home was riddled with emotional pain because beyond the tiny farm houses, not more than a few dozen miles beyond, lay the Lonely Mountain.

Erebor. Thorin was taunted with the magnificent view of his ancient kingdom as it filled the entire horizon and its snow capped peak was bathed in the soft orange light of the setting sun. They had only been living here a few weeks and every time Thorin stepped out onto the ice, he felt as if daggers were being driven into his chest.

But as he crossed the short distance to the first stone building, he was quickly reminded of the choice he made which led to this predicament. As he opened the wooden door, a blast of warm air and soft yellow light confronted him.

"Good evening, Uncle," said Kili as he sat in his wooden chair, his feet propped up on the kitchen table. Thorin studied his youngest nephew for a moment as the youth puffed on his pipe.

"Didn't Oin tell you not to be smoking until your lung had fully healed?" Thorin demanded grumpily. The lad seemed to be his usual cheerful self, but Thorin knew better. He could still see the hint of pain etched in those dark brown eyes.

"Come now Uncle, it can't do too much harm," said Fili as the blonde dwarf came over and relieved Thorin of the loaf of bread in his hands, "Besides, we've been holed up in this cabin for weeks, we're going stir crazy in here."

Thorin turned to his eldest nephew as he took off his furs, "and what about you, Fili?" he asked. Fili rolled his eyes as Kili crossed the room to take his uncle's coat for him.

"Fine," Fili said simply, "I'm fine. And so is Kili. We're both fine. How could we not be with everyone stopping in here every five minutes just to see if we were still alive!"

Thorin thought of a retort, but decided against it. His nephews were the youngest of the company and as such had made much effort to prove to the rest of the company that they did not need to be coddled. But after the grievous injuries that had both suffered when they had arrived here, Thorin couldn't help but be a bit protective.

He shuddered as he recalled that terrible night when he didn't think either of them would live. The night Thorin was forced to make a choice: Erebor or his nephews. And he had seriously thought of choosing the former and for that, he berated himself. He longed for Erebor. He had thought about it every day since the day he and his people had been driven from it 171 years ago. He wanted desperately to be inside his mountain kingdom full of gold… but how empty Erebor would have been without Fili and Kili. He had raised them, after all. He had cared for them as if they were his own sons after their parents hThey were the only things that had made his exile in the Blue Mountains bearable.

And for awhile it seemed that he would lose both. As Thorin thought about that event, he pulled off his wet boots and sat down on the small bench, eager to get off his feet.

"It's a small piece," Fili was saying, bringing Thorin out of his thoughts. He glanced up as Fili pulled out a knife and started to it into three pieces.

"Keep it for yourselves;" Thorin said and Fili hesitated, glancing at him with concern.

"You need to eat too," Kili reminded him. The king shook his head. He was very hungry; he hadn't eaten since last night. But he'd have to make do.

"I ate in town," he lied. His nephews glanced at one another with concern before glancing back at him. Neither looked convinced.

"Please," he said wearily, "Just take the bread, I'll be alright."

"I don't feel much like eating anyway," Fili said stubbornly, "My stomach is bothering me a bit."

"I think I'll hold off on supper, too," Kili agreed, coughing a bit as he moved away from the bread to stand beside his brother.

"It was all I could afford," Thorin reminded them, feeling a bit irritated and more than a little touched as he looked at their stoic, hard-set faces, "You are both still recovering from your injuries and you need to build up your strength."

"We aren't Dwarflings, we can care for ourselves," Fili said, crossing his arms across his chest.

"Either we cut it into three or the rats can have it," Kili added.

Thorin could see now that he wasn't going to win this. His nephews were as stubborn as he and the small piece of bread would rot with mold before they backed down. Especially since it was clear that they were fueling each other's stubbornness with support.

"Very well," he said with a slight grin, "Let my attempt to care for my own kin go for naught."

"Get used to it, Uncle," Kili said as Fili resumed cutting the bread into three small pieces, "We'll all be taking care of each other on this quest. After all, we all have to keep our strength up if we want to have any hope of defeating the dragon."

Thorin felt saddened by his nephew's youthful optimism. He only wished it could be that simple. He accepted the piece of bread Fili handed him and moved over so his nephews could share his bench.

They sat in silence for a moment, Thorin wedged in between Fili and Kili. The old Dwarf king relaxed in their presence. He was very glad to be with them in that moment considering how close he came to losing them. He remembered running back to where the company had been fighting the Orcs and he shuddered inwardly as he recalled the terrible sight that had presented itself.

It was a big arrow. Thorin didn't know Orcs had arrows that long or that large. They must have been standing right next to each other. It had gone clear through Fili's body to be lodged into Kili's chest, pinning the two young dwarves together. The arrow had punctured Fili's stomach and had entered Kili's lung. At that moment, everyone thought the brothers were going to die. Thorin had thought fate most cruel at that point. The light of Durin's day had passed, robbing him of his mountain kingdom, and now he was going to be robbed of the only things that had made exile possible for him to endure.

But they had lived. Through luck, Oin's healing skill, and the strength of their own, the boys had made it and they were here with him now. He had lost his mountain and had to endure the torture of seeing it before him every day as he returned home. It was so close yet so far from his reach. But if he was doomed to more years as an exile, at least he still had Fili and Kili. Was it so wrong to be a bit overprotective of them?

"Has Oin been over to check you two over?" he said in spite of himself. He was rewarded for his words by two sharp glares.

"Well?" he demanded an answer.

"Yes," Fili said and his voice carried a hint of sadness in it. Thorin felt some concern rise within him.

"He was actually here not long before you got home," Kili said as he lowered his gaze to look at his hands, "He's been with Bringa all day."

"She died earlier today…" Fili said sadly.

Thorin sighed as he remembered to Gnome maiden that had shared their cell while they were in Orc captivity. She and her daughter were one of a few others that had joined the company of Dwarves after their got away from the Orcs. Unfortunately, she had taken ill almost as soon as they arrived here and had been battling illness for quite some time. Something she had contracted while in the Orc caves. Oin had thought it was pneumonia but as the illness wore on for weeks, he was unsure. Thorin found himself saddened by the loss.

"I am sorry to learn of that," Thorin said softly and quite sincerely. He had wished that his company had consisted solely of Dwarves. He had doubted the sturdiness of Hobbits when Gandalf had insisted they take Bilbo baggins with them, but the little Halfling had proven to be quite resilient. And he had never met a gnome before but given their similarly small stature, he judged them to be similar to hobbits. But Bringa had proven him wrong by battling this pestilence for as long as she did.

"Oin didn't want to visit us because he was afraid whatever she had been infectious," Kili continued, "But he doesn't think it was. He thinks she had been poisoned while in captivity. Brenna said she had been sick for some time."

"What about the girl?" Thorin asked, thinking about Bringa's young daughter, Brenna "Is she alright?"

"Yes, Master Baggins took her in," Fili said. He glanced at Thorin, questions burning in his blue eyes, "How long are we going to have to stay here?"

Thorin sighed. He had thought about that a lot. He'd talked to Balin about it. He didn't have any easy answers. Yes living in the shadow of the mountain was painful. But would going back to the Blue Mountains be even better? He'd have to face his people, tell them he had failed.

And even with the emotional reasons aside, there were other more physical obstacles that seemed to be stranding them here. They had spent all their currency getting here and Thorin could barely earn enough to feed them, much less save for a journey back to the Blue Mountains. And with winter upon them, the trip back would not be good for Fili and Kili.

"Let's not dwell on things to come for now," He finally told his nephews after a long pause, "Let's just work on surviving through the present."

"Well in that case, how long before we can leave this miserable house and start contributing?" Kili asked, "You don't expect us to rot here forever do you?"

"When Oin says it's alright," Thorin said firmly.

"Well looks like we're in luck," Fili said, "He said we are healing nicely. Good as new."

Thorin narrowed his eyes in suspicion. He locked eyes with Fili until the blonde dwarf finally sighed in defeat,

"My stomach has been bothering me," he admitted, "I still feel a bit queasy, but I've managed to keep my meals down and the pain isn't so bad anymore. And Oin did say a little fresh air would be good for us."

"It's true," Kili continued, "My lung still hurts quite a bit and I keep getting short winded. But it wouldn't hurt me to go out and gather some firewood once in awhile. And I'd like to start some training again if Dwalin is up for it."

Thorin sighed. He could tell his nephews were being truthful and it would be nice to have them back in full. Though he knew their stubbornness when it came to their own abilities; they could probably both get their legs amputated and they'd still insist on doing some sword training.

"It might be hard to train seeing as how our weapons were taken by Elves," Thorin said, but at their hopeful eyes, he softened a bit, "but… I suppose we could use some extra hands getting these old farmhouses in working order. Master Bard tells me no one has lived in them in nearly a century. It seems they could use some attention by a fine Dwarven craftsman."

Thorin was rewarded by two enthusiastic grins. But his mood was dampened a bit when Kili coughed and winced a bit.

"I will have your word that you'll be careful," He warned, raising an eyebrow at Kili. He was satisfied when he got nods of agreement from both of them.

And with that matter taken care of, Thorin could relax for the evening. He was exhausted from a day of working on the forge and it seemed their troubles were endless. But for this one moment in time, and just this one moment, Thorin Oakenshield was quite content.

**Well that's Chapter One. Stay tuned, Folks!**


	2. Chapter 2

After Thorin left for town the next day, his nephews were left on their own. Fili was eager to explore the area.

"Uncle said this was some kind of abandoned farming community," Fili cheerfully told his brother as the two of them stepped out of the front door of their little stone home, "He says it wasn't here when last he was in this area. The Humans must have built it after the dragon came."

"I wonder why they abandoned it," Kili said aloud just as a blast of cold winter air assaulted them. They both huddled in their thick coats for warmth. They found themselves facing the lake shore which was only a few yards away.

And then he saw it. "Oh Kili..." Fili breathed as he gazed to the north. Emotion swelled within him. He had heard the stories from his uncle. He had imagined it in his mind. He had dreamed of it since he was a dwarfling.

"Erebor..." Kili breathed beside him and Fili knew his brother was feeling the same emotions. The mountain was massive and its majestic snow-capped peak filled the foreground. They could almost run to it. Fili found himself entranced by the view.

"Fili!" came a call from behind them, breaking them of the mountain's spell. The brothers whirled to see Ori hurrying towards them from around the cluster of houses, "It's really nice to see you both up and about. But are you sure it's okay to be out here in this cold? My brothers said it was going to snow today."

"We're fine," Kili said, "We wanted to get a better look at the place."

"It's really not much to look at," Ori said, "There are eight houses and a few empty buildings that I think were used to hold animals. I think there are a few over grown fields and orchards but they are covered in snow now."

"I wonder why the Humans abandoned this place," Fili mused aloud, "Isn't Lake-town struggling?"

"Yes, Dori said they don't have enough to eat," Ori said, "I'm not sure what happened out here, but it doesn't seem like anyone has lived out here in decades."

Fili felt intrigued by the mystery. One glance at Kili told him his brother was interested as well.

"I can show you around, I guess," Ori said with a shrug, "I have a little free time."

"Did everyone manage to get jobs in town?" Kili asked as the two of them followed Ori passed the cluster of houses.

"All except Balin," Ori responded, "He can't work in the forge so he has taken to telling the townsfolk the tales and legends of our people as a story-teller... And myself. Seems the master of lake town doesn't think there is much use for a poet or a painter."

As they passed the houses, they found themselves surrounded by a vast expanse of open, slow covered land. The snow was up past their ankles as they crunched through it. Wooden posts poked out of the snow every so often. Remains of fencing, Fili figured.

Glancing to the left, Fili could see short figures out in the distance in the snow, standing on a small hill. Three hobbits and the gnome. Fili could barely make them out from this distance.

"They're burying Bringa," Ori explained as Fili and Kili stood watching. Fili felt sad. He had barely gotten the chance to get to know the newest members of their company and he knew they had been dragged into this situation through no doing of their own.

"We should help them bury her," Kili suggested in a soft voice as the three of them watched the sad scene.

"No, Brother," Fili said, putting a hand on Kili's shoulder, "Let them be. I think they probably want to be alone now. We can check up on them later."

"Come on I want to explore the forest a bit," Ori said, "Dori and Nori left me with a bit of chores to do before they get home tonight."

So the trio of young dwarves headed off across the snow swept field. On the horizon, Fili could see the tree line of a mixed conifer and deciduous forest. Towering pine trees and furs mixed with leafless oak and beech. As they entered, Fili could see clumps of snow clinging to the trees around them. As he gazed around at the still trees around him, Fili felt the embrace of the majestic beauty around him. He knew Dwarves weren't supposed to be too partial to the forest, but he couldn't help but feel the effect the winter wonderland had on him.

Fili's thoughts were interrupted by a coughing fit as his brother doubled over a bit. He rubbed Kili's shoulders until the dark-haired dwarf recovered.

"Are you sure you two are alright?" Ori asked, glancing back at them as Kili took in a few slow pain wracked breaths.

"Yeah," Kili gasped, "just a little sore, that's all."

Fili rubbed his brother's back comfortingly while he recovered himself. He felt uncomfortable himself. His stomach churned in pain and he was fighting off a lingering wave of nausea. But he wasn't going to let that get in his way and he could tell Kili felt the same way. He and his brother needed to be useful on this quest.

The four of them wandered through the forest for the better part of the day. They began to move away from the settlement and as they did, Fili began to get a bad feeling. The pleasant feeling of being in this beautiful forest was slowly being replaced by a nagging feeling of impending doom. But the urge to explore was stronger and Fili found that youthful curiosity won out over his intuitions.

"Look, berries!" Kili suddenly exclaimed, shaking Fili out of his worries. Glancing up, he saw Kili and Ori rushing over to a snow-covered bush bearing bright round red berries. As Fili moved to join them, a shadow from above stopped him and made him glance up. The sky had suddenly dimmed as dark black rain clouds began to rush in.

"We should get back," Fili said as he watched Kili and Ori pick the berries and began gathering them up in their coats, "It's getting late and Uncle will be back soon."

"I'll bet he's bringing back another loaf of bread," Kili argued, only half paying attention to Fili as he continued to pick the berries, "Think of how good it will taste with some berry preserves on it."

Fili's stomach did churn at the sound of that. He was starving and he knew everyone one else was too. His stomach injury was painful and adding hunger pains to that pain was nearly unbearable. He hadn't been able to keep much down after his injury and even Thorin hadn't been able to earn enough gold to keep them well fed while they were recovering; and any hunting or fishing attempts in the dead of winter had been less than fruitful. Berries weren't much, but he couldn't help but be tempted by the opportunity.

Fili shrugged off his worries and concerns and joined his brother and his friend in picking the berries and he couldn't help shoving a few into his mouth. They were succulent and unbelievably sweet.

Kili walked around the bush and moved out of view while Fili and Ori continued to gather up the berries. "Make sure there is enough for everyone," Ori said as the two dwarves used their coats to gather the berries up, "Maybe Bombur could make jam."

Fili suddenly glanced around. Kili wasn't anywhere to be seen. Worry and concern began to well up inside of the blonde Dwarf.

"Kili?" he called out into the increasingly windy forest.

"Here, Brother!" came a distant call. Fili hurried towards his brother's still cheerful response. Fili was reassured when he found Kili knelt over in the snow, grinning eagerly as he dug into the snow.

"I found mushrooms!" Kili exclaimed, "Lot's of them. I-" suddenly, Kili was cut off as the ground beneath him suddenly gave way and he sunk. Fili watched in horror as his brother disappeared from view as a huge hole opened up under him.

"Kili!" Fili exclaimed, hurrying over as snow and soil were excavated up into the sky and he heard a distant thud and yelp from below.

"Ori!" Fili called as he knelt down at the edge of the hole and strained to peer inside. Ori was by his side in moments.

Kili had fallen a good 30 feet below and as the dust cleared, Fili could make out his brother's still shape laying on a bed of rocks far below.

"Kili!" Fili exclaimed, "Kili!" no response. Kili lay on his side with his face buried in his arms, shielded from Fili's view. His right leg was twisted in an odd angle and Fili thought he saw spots of blood on the rocks beside him.

"What do we do?" Ori asked in fear, "I think a storm is coming, should we climb down there and get him?"

"He's too far down," Fili said, trying hard to steady his panicking thoughts. Kili wasn't moving. He could be hurt bad. He could even be dead, Fili couldn't tell. He had to think, he had to do something. His brother needed him.

"I'll stay with him," Fili told Ori, as he suddenly heard the crash of thunder, "You go back and get help."

"Okay..." Ori said hesitantly, getting to his feet, "Don't worry, Fili, I'll be right back."

Ori took off running at full speed while Fili was left laying on the forest floor trying desperately to get a response from his brother...


	3. Chapter 3

Ori ran as fast as he could back to the settlement. The snow had begun to fall around him and the wind howled and night had descended around him.

"Help!" he cried as he banged on every door, "Someone help!" No answer. None of the Dwarves had returned from their day at work yet. Ori was trying not to panic, he needed to think straight. He tried not to think of Kili alone in that hole and hoped he wasn't to terribly hurt.

Ori was only a few years older than Thorin's nephews and he had grown up with them and Gimli in Ered Luin. He considered them his closest, and only real friends. He had been terrified of losing them when they had been injured by the Orcs and now he feared for them again. He couldn't help but feel guilty for their situation. He knew Fili and Kili were still recovering from their injuries and he knew there was a storm coming in. But he hadn't seen the harm in a little exploration, he had been very bored living here in this settlement while his brothers and the other Dwarves worked. He had given in to his youthful curiosity. And now this storm was getting harsher by the second. Snow whirled around the young Dwarf even as he ran.

"Ori?" came a voice. Ori whirled to see Bilbo peeking out from one of the house door, "Everything alright?"

"Bilbo!" Ori cried, "You have to help, Fili and Kili are in the forest. Kili fell, he's trapped!"

"Why were you three out in this weather!" Bilbo exclaimed , "Are you mad! Just wait till your brothers and Thorin-"

"Thorin!" Ori exclaimed, "We have to tell him. Bilbo we don't have time, Kili is in serious trouble!"

Bilbo ducked back into his house, "Frodo! Asphodel!" he called and the two young Hobbits quickly appeared by his side.

"Go with Ori," Bilbo said, then glancing at Ori, "I'll go find Thorin."

"Yes, Uncle," Frodo agreed, grabbing his cloak.

"Uncle, I'd rather stay here with Brenna," Asphodel said, "I don't want to leave her alone, she needs me to cheer her up."

"Alright," Bilbo conceded and Asphodel hurried back inside.

"We were a few miles into the forest," Ori explained, "Behind a berry bush."

Bilbo nodded before he hurried out of his house. Ori and Frodo turned around and ran back to the forest.

"Kili please..." Fili pleaded for his brother to wake up. Tears streamed down his face as he lay in the snow. His feet and hands had long since gone numb as the snow and wind assaulted him. But he didn't care. Kili hadn't moved an inch since he had fallen. Fili wanted nothing more than to jump down that hole and join him, but then he'd never find away to get his brother out. So he lay peering into the hole, yelling for his brother to wake up.

"Kili..." he called again, "You have to wake up. Please, for me!"

Finally his brother stirred. Fili strained to see him in the dark of the night blizzard, but in the brief flashes of lightning, he saw Kili shift a bit.

"Ugh..." Kili groaned. His voice was weak and the howling wind was noisy, but his brother's cry of pain was the loudest thing in the world to Fili.

"Kili!" Fili cried, shivering despite himself as a strong gust of wind and snow assaulted his body, "Brother!"

Kili winced and slowly rolled over onto his back, his brown eyes gazing up at his brother. Fili winced when he saw the large gash just above Kili's left eyebrow. Blood oozed down his brother's cheek like red tears, "Fili..." he gasped. He winced hard and tried to lift his head to look at his clearly broken leg, "Hurts..."

"Don't worry, Brother, It's going to be okay," Fili assured him, "We just have to wait for Ori to bring help."

"So... cold..." Kili shivered, his teeth chattered. In the flash of the lightning, Fili recognized the glazed over look in his eyes. Kili was going into shock. And in this storm, the danger of freezing to death was very real for both of them.

Fili struggled to keep calm. He felt so helpless from up here. His brother was far out of his reach and he didn't know what to do.

"Don't try to move, Brother," Fili called as he watched Kili scream out in pain after squirming about.

"I was just trying to get some mushrooms," Kili complained, glancing down at the pile of smashed mushrooms laying beside him, "I just wanted to help..."

"I know," Fili assured him, "Don't worry, Little brother, I'll get us out of this."

Fili hoped he sounded more reassuring than he felt. He had no idea how he was going to get them out of this.

And that was when he heard it. At first he almost didn't hear anything. The fury of the storm blotted out the sounds of the forest, but he was sure he heard some kind of low deep moaning sound. He gazed ahead, trying hard to see anything through the fury of snow flowing around him and the darkness of the night.

"W-what is it..." Kili gasped out from below. Fili glanced down at him. That stutter in his voice was disconcerting. But not as disconcerting as the noise coming from the darkness. It seemed to surround them.

"Something's out there..." Fili breathed, his breath freezing in his throat as he stared ahead. He desperately wished he had a weapon now. With eyes locked on the trees, Fili moved to get up, but found he had no feeling in his legs.

Fili muffled a few curses in Khuzdul as he tried to get his frozen legs to work. He had laid in the snow for hours, taking the brunt of the storm around him. The temperature was below freezing. But in his worry for his brother, he hadn't been concerned with his own comfort. But now, his clothes were wet with melted snow. His whole body felt numb. He shivered as he gathered the strength to try to stand.

"F-fili..." Kili's concerned voice floated up to him and he glanced down at his brother. Kili coughed and shivered as he gazed up from where he lay some 30 feet down in that hole. In the darkness, Fili had trouble seeing his brother, but when lightning flashed, it illuminated the area and he could see Kili's pale, colorless face staring up at him. The deep red blood trickling down his face and the darkness of his wet hair made his skin almost glow white.

His brother needed him to protect him. Fili took a breath before mustering his strength again. He felt so cold. So tired. All he really wanted to do was to sleep and forget everything. But he couldn't. He heard it again. This time, louder. Some kind of growl and as he looked into the forest again he saw... what could only be red eyes glowing in the darkness. Fear made his breath stick in his throat as it drove him finally to his feet. He stood, shaking, shivering, ready to face whatever was coming.

But he didn't get the chance. He heard an ear piercing roar. He whirled around. His eyes widened. He screamed and barely had the chance to put up his arms in defense.

And then suddenly, Fili found himself flying through the air, spiraling downwards down into the hole with his brother. He heard his brother scream out for him. And then, everything went dark...

**Sorry for the short chapter!** I'm **out of town and haven't had enough time to write, but** I **just had to get this down. Try not to hate me too much for the suspenseful cliffie!**


	4. Chapter 4

Thorin was eager to start for home at the end of the day. The snow was falling hard around him and he walked through frozen streets of Lake-town.

"Master Thorin!" came a call on the wind as he stepped out onto the frozen lake, headed for the settlement. Thorin turned around to see bard coming towards him, "I just wanted to see how you and your kin were faring out here."

"We are struggling" Thorin said gruffly as Bard stood before him, "We have already suffered one death. The gnome woman perished of illness yesterday."

"I'm sorry to hear that, but I warned you that times would be hard here," Bard said, "Our town had fallen on too many hardships. But I brought you something."

Bard pulled out something wrapped in parchment paper from inside his coat and handed it to Thorin, "It's a fish," Bard explained, "It's not big, but it will feed your household. It is hard to fish at this time of the year, as you can see, but once in awhile, someone manages to break through the ice."

"I have no coin to give you for this," Thorin told him hesitantly, though he gazed hungrily at the parchment wrapped fish.

"No charge," Bard said, then stepping closer he gazed down at the Dwarf king, "Now that you have experienced the hardships we have faced here in what is left of Escobar, you ought to know. There are some of us who do not intend for our town to go on like this forever. We've toiled for too long under the Master's tyranny."

"What does that mean?" Thorin asked, eyeing Bard suspiciously, "The world of men does not concern me nor my kin."

"Oh but it will the longer you stay here," Bard said, "You cannot stay here and expect to remain neutral. I am just warning you… things will change and you and your company will have to choose a side before long."

And with that, Bard turned to return to the town. Thorin watched him go for a few minutes, trying to ponder what his words would mean for his company. He had no wish to be drawn up into the affairs of this town. He simply wanted to do his work and bide his time until he would someday be allowed to go home. To Erebor. The world of men did not concern Dwarves, after all.

"Thorin!" another cry in the wind. This time coming from across the frozen lake. The winds and snow were fierce by now and Thorin strained to see two tall figures coming towards him in the darkness. The elves. They walked their horses carefully behind them on the ice.

Thorin had almost forgotten about Legolas and Tauriel as it had been weeks since he had heard any word from them. He found himself very surprised by their arrival now. They had promised to take care of the Orc threat, but his mistrust of Elves had convinced Thorin that they would not aid him in the end. Yet, here they were.

"Tell us that the young ones yet live," Tauriel asked quickly as she and Legolas stood before Thorin.

"They live," Thorin confirmed, a little surprised by their concern for his nephews, "What news of the Orcs?"

"We managed to destroy the Orc caves," Legolas said, "But Bolg escaped us. We tracked him as far as we could but he has eluded us. We do not know his location and we came to warn you of that danger. We fear he may be looking for you."

Thorin sighed. That's all he needed, "What of our weapons?" he asked slowly. He had to shout in order to be heard over the storm.

"We have them!" Tauriel informed him, gesturing to their horses. It was then that Thorin noticed the bags and pouches atop the horses. Thorin could see Axes and sword hilts poking out of some of the bags.

"My father did not see fit to return your weapons to you," Legolas shouted, "... So we took them anyway."

And that shocked Thorin most of all. He knew Thranduil. He remembered the elf king and how he had turned a blind eye to the suffering of his people long ago. It didn't surprise him that Thranduil would be content to allow him and his company to perish here as well. But that the elf prince would defy his father's wishes was surprising to Thorin.

Thorin was about to ask why the elves were risking their lives for his people. He opened his mouth to voice any number of suspicions and concerns he had. But he was cut off when heard yet another voice on the wind.

"Thorin!" Thorin turned to see Bilbo running over to him from the settlement. The hobbit gasped as he came to a stop in front of Thorin.

"What is it?" Thorin asked as he studied Bilbo's distraught face.

"Kili…" Bilbo began and Thorin's eyes went wide with concern and fear. All Bilbo had to utter was that word to send the king's mind into turmoil. He knew he shouldn't have given into his nephew's pleads to let them out of the house before either of them had fully healed.

Bilbo quickly told Thorin what had happened. Fili, Kili, and Ori had gone to the forest and now Kili was trapped in a hole.

"Take the supplies back to the houses, Master Baggins," Thorin told him, before turning to the elves.

"We will help you," Tauriel said without hesitation, "Though the horses will be no use to us in this snow."

Thorin was easily able to pick his sword out of the bag. Orcrist. He quickly attached the sheath to his belt.

"Ori and Frodo went out to join them," Bilbo said as he took the horses, "In this weather… they could freeze!"

Thorin took off full speed for the forest and even the light footed elves had trouble keeping up with him.

"They're over here," Ori said as he and Frodo neared the sight where Ori remembered seeing Kili fall into the hole. They stood in front of the berry bush and were about to round the corner when they were both nearly knocked off their feet by an ear piercing roar.

"What was that!" Frodo exclaimed as the two huddled together beside the bush. They both slowly crept through the snow and cautiously peered around it.

The dwarf and the hobbit strained to see through the storm, but when the lightning flashed, both of their eyes widened in sheer terror.

Before them was a creature neither of them had ever heard of. It was massive, easily ten feet tall. It had the legs of an arachnid. Eight hairy legs with spikes at the tips. But mounted on these eight legs was the largest most ferocious rat Ori had ever seen. It's body was huge and it had razor sharp teeth the size of pencils. Porcupine like quills dotted it's back. It had a huge, fat tail with a scorpion like stinger at the end of it and it had eight beady black eyes atop its head.

And it was crouched over the pit where Kili had fallen in, trying to reach its prize below. Fili was no where to be seen.

"What is that thing!" Frodo whispered to Ori. Ori shook his head. He'd never seen a beast like this before. But whatever it was, it was obviously posing a threat to his dear friends and Ori had to stop it.

_Think_ Ori told himself, _Think. What would Dori do? Or Nori?_ They were unarmed save for a rope Frodo had brought to help get Kili out of the hole. The thing was armed with a stinger, claws, quills, and teeth.

"Where is Fili…" Ori wondered aloud, searching the snow covered forest floor for the blonde Dwarf.

"What if he's dead!" Frodo exclaimed, "What if it ate them before we got here?"

"It didn't," Ori said sharply, glancing at Frodo. He refused to believe that.

"Well maybe we should wait for Thorin!"

"We can't, they need our help," Ori glanced at the bush and broke off a jagged, sharp branch, "If I try to distract it, maybe you can get to them."

And as lightning illuminated the forest and thunder crashed around them, Ori let out a mighty war cry and charged the spider rat.

The creature quickly whirled to face him and Ori felt almost crippled with fear. It dove for him and he rolled to the side, getting to his feet and charging again. The creature let out a furious screech and tried to impale the dwarf with its barbed front leg.

Ori jabbed his stick at the creature, forcing it back. It was quick to recover and charged him again.

"Ori!" Frodo cried and Ori rolled under the creature and ran to the hobbit's side. Frodo was peering down at the hole with wide eyes. Ori gulped and peered down as well.

As lightning shed light below, Ori saw Fili holding Kili tightly in his arms as the two shivered and huddled together for warmth. Both were deathly pale and both had nasty gashes on their faces. But Kili seemed to be drifting in and out of consciousness and his leg was outstretched and obviously broken. Fili looked only slightly more alert and it was clear he was struggling to stay awake as he held his little brother in his arms. Both met Ori's gaze grimly.

But Ori didn't have time to help them right now. He turned back just as the creature was coming back for another pass. This time it had a hobbit and a dwarf in it's sights. Ori readied his stick for the attack as Frodo braced himself. They both dodged and ducked as the creature jabbed it's leg at them. and then, it seemed to have enough. It suddenly whirled so that its back faced them.

Ori felt puzzled by this sudden, apparent retreat. But then he realized too late. He had barely enough time to bring and arm up to block before the creature unleashed a volley of quills.

Ori cried out as the quills pierced his arm and shoulders. He'd received at least half a dozen quills all over his upper chest and shoulders. But Frodo caught the brunt of it as the quills rained down on him, sticking into his skin.

Ori and Fro went down. They fell to their knees, whimpering in pain as the creature sauntered slowly towards them. It occurred to Ori at that moment that they were going to die. They were both crippled by blinding white pain emanating from each quill. The pain itself more than they could bare…

And then terror filled Ori as he realized he felt numb. Hazy. The world was spinning around him. All he knew was white hot pain spreading out from each quill and filling his entire body. venom, he realized. The quills must have been venomous. He felt himself slump down into the snow and felt Frodo fall down beside him. He gasped for air as the creature loomed up above them, ready to make the killing blow.

But the blow never came. In the noise of the storm and the haze of the poison, Ori heard a fierce Dwarvish war cry resonating from somewhere behind them and the last thing Ori saw before he lost consciousness was Thorin jumping onto the creature's back..

**I made this creature up myself, I haven't thought of a name for it yet. It's basically what would happen if a dire rat, spider, scorpion, and a porcupine all had an offspring. I am terrified of rodents and my husband is afraid of spiders, so I thought it was appropriate. Anyway, I do love leaving you with a big epic cliffie! I'm trying to write a little each day so expect updates relatively often. Hopefully I finish before I leave town to visit my mother next week, but I kind of doubt it. **

**Ps: sorry for the typos. I'm sick and on some night quil so I'm barely coherent. Will deal with the grammar tomorrow.**


	5. Chapter 5

Thorin didn't waste any time deciding on a course of action. He saw Ori and Frodo go down and jumped sword first into the fight. The creature turned to face him, angry at being interrupted from its dwarf and halfling meal.

Thorin rolled away from the gaping maw of teeth and rolled to the side, taking a swing with took off two spider legs. The creature screeched in pain and turned around to launch a quill attack at the dwarf, but jolted back as two arrows simultaneously pierced into its body.

Taking his opportunity as the creature rolled and screeched, Thorin charged sword first, stabbed his sword deep into the creature's side. It screeched one final time before rolling onto it's back, dead.

Thorin gasped to regain his breath before getting to his feet and hurried over to Ori and Frodo who both lay unconscious in the snow. They both had nasty looking quills embedded in their chest and shoulders. Thorin put a hand to each neck and felt for a pulse. He frowned when he felt the heat resonating from their bodies.

"They're alive, but they're both quite feverish" he said as Tauriel knelt down beside them, inspecting the quills that were sticking out of their bodies, "What was that thing?"

"They are called death crawlers," Tauriel explained, "This forest is full of them. We must get these young ones to safety, they have been poisoned."

Thorin swallowed at that news, "Can we remove these quills?" he asked as Frodo moaned a little in his sleep.

"Not here," Tauriel said, "The ends of the quills are hooked and must be removed with precision and care."

"Master Thorin!" Legolas called and Thorin glanced over to where the elf was standing over the hole. Thorin felt anxious knots forming in the pit of his stomach as he rose to his feet and approached the edge of the hole. He prepared himself for the worst as he cautiously peered into the hole.

His eyes met with lethargic deep blue eyes and a pale white face contrasted with bright red blood as his eldest nephew gazed up at him. Fili was huddled against the wall of the cave, shivering fiercely in the cold as he clutched Kili tightly in his arms. The blonde dwarf had a nasty gash on his cheek and the blood trickled down his face, staining the collar of his tunic. His clothes were torn and ice was clinging to his hair.

Kili's face was buried in his brother's chest, obscuring him from Thorin's view. But he wasn't moving. He wasn't shivering at all. He seemed lifeless. And the grim and terrified look on Fili's face frightened Thorin more than anything. He could only hope that he was not looking down at one living nephew and one dead one.

"They have fallen very far down," Legolas said, standing beside him, "It is a wonder the impact did not kill them both."

"We can use this," Tauriel said, pulling the rope from Frodo's bag and tossing it to them.

"Fili!" Thorin called and Fili glanced up at him weakly, "Can you grab the end of the rope?"

Thorin lowered the end of the rope until it dangled in front of Fili's face. He winced as he mustered up the strength to move his hand and weakly grasp it, but the rope easily slid from his hold. He had no strength left. He looked up apologetically at Thorin.

"I'm going down there," Thorin decided aloud as he quickly pulled the rope up and tied it tightly around his waist. He hesitated slightly as he realized he was putting his life and his nephews lives into the hands of elves. He eyed them both suspiciously.

"We will pull you up," Legolas promised as he and Tauriel took hold of the rope.

"How do I know you will not leave me down there?" Thorin asked, narrowing his eyes at them. It was true, these elves had done much for him so far but that didn't mean they didn't have some kind of hidden agenda. It went against his very being to trust elves. Especially the kin of Thranduil.

"You do not," Legolas said calmly, "You can either trust us or you can attempt to get them up here without us. I will sit back and watch if that is your wish but I doubt those young ones will last much longer so if you value them at all, you will put your mistrusts aside, Dwarf."

Thorin knew he didn't have time to waste. He would worry about the repercussions later. Right now, his nephews needed him. He made sure the rope was tight around him and quickly began cascading down the side of the hole, reaching the bottom only moments later. He rushed to where his nephews lay huddled in the snow and ice, kneeling beside them.

Thorin exchanged solemn expressions with Fili as he reached out for Kili, brushing the dark hair away from the youth's face. He blanched when he saw Kili's face. He was ghost white and half his face was red with blood from a wound on his brow. As Thorin examined the rest of his nephew's body, he saw the left leg twisted at an angle.

"Oh no…" Thorin breathed, fearing the worst. And with trembling hands, he placed a finger against Kili's neck. He frowned. Kili's skin was clammy and as cold as ice. At first he felt nothing. And then he felt the faintest pulse underneath the nearly frozen skin.

"H-he's breathing…" Fili stuttered weakly, teeth chattering.

Thorin nodded and removed his thick furs and draped them over Kili before moving to gather Kili into his arms, but Fili's arms tightened around his brother's limp body. Thorin turned to Fili, "It's alright," he said, "We're going to get you both out."

"T-there's something up t-there…" Fili choked out, "Safer here…"

"We killed it," Thorin assured him, "But we must hurry or there will be more. And this storm is not letting up." Fili finally released his grip on Kili and allowed Thorin to pull the dark haired dwarf free of him and into his arms.

Thorin shuffled Kili in his arms, careful to avoid moving his broken leg too much. He thought he heard a very faint moan escape his nephews lips, but he couldn't be sure. He cast his gaze upwards where Legolas and Tauriel peering back down at him, giving them the nod to pull him back up.

The two elves worked together to hoist Thorin up until he dangled in mid air. The rope tightened around his waist and dug painfully into his skin. He grunted and winced, but kept focused on the limp form he held tightly in his arms. They were hoisted higher and higher until Tauriel reached out and grabbed Kili and gently pulled him free of Thorin while Legolas held the rope. Again Thorin felt uncomfortable as he watched his youngest nephew being pulled from his arms by elves.

Tauriel took Kili and disappeared from the hole and from Thorin's view. Relieved of his nephew, Thorin flailed about a little as he dangled in mid air. Then, slowly, he was lowered back down.

"You must hurry!" Legolas shouted down at him, "This storm is quite fierce!"

Thorin wasted no time hurrying back over to Fili who was struggling to get back to his feet. Robbed of the warmth he had been sharing from his brother, the blonde dwarf shivered more. He didn't have the strength in him to stay upright and he collapsed into Thorin's arms.

As Thorin held Fili in his arms now, he felt as if he was holding a bundle of ice. There was no warmth at all coming from Fili. His hands were white and hard with frostbite. But what concerned Thorin the most as he held his golden haired nephew close, was that his breathing was coming slow. His shivering had begun to slow. Fili was struggling in the grips of hypothermia.

"U-uncle…" Fili breathed, his eyes fluttering lethargically, "So cold…"

Thorin glanced up at the elves, "Pull me up, hurry!" he shouted in fear and quickly felt himself get hoisted back into the air and all the way to the top of the hole. Legolas was there to take Fili while Thorin scrambled out of the hole and onto his feet.

Kili, Ori, and Frodo all lay in the snow, unconscious and the elves had draped their cloaks over them as best the could.

"Take this one," Legolas instructed, passing Fili back over to Thorin, "I will take the two poisoned ones. Thorin nodded curtly and hurried over to hoist Ori under one arm and Frodo under the other. Tauriel carried Kili and as soon as the four youths were off the ground, Thorin and the elves took off running as fast as the howling wind and the weight they carried would allow…

**Thank you everyone for all the awesome reviews!**


	6. Chapter 6

To Thorin it seemed like an eternity before they finally got back to his cabin. As he approached, he saw Bilbo standing in the doorway, waiting for their return.

"Frodo!" Bilbo exclaimed, rushing to Legolas as everyone hurried inside.

Thorin shoved the door closed behind them as he carried Fili, closing the storm off behind them. He felt immediately warmed by the fire Bilbo had waiting for them.

"I decided it best to wait here," Bilbo said, as he took Frodo from Legolas, "Asphodel and Brenna went to get find Oin."

"Bring them in here," Thorin instructed, motioning to the small bedroom. He carried Fili inside and the others followed. It was barely big enough to hold the two straw filled mattresses that Fili and Kili had been sleeping on for beds.

"We need to get them all out of these wet clothes and get them warm. There is a bag of medical supplies and bandages Oin left in the other room, go get them, Elf." Thorin said to Legolas and Tauriel as they carried Kili and Ori inside. The elves nodded and quickly left and returned with the bag of supplies while Thorin lay Fili down in his bed and started to remove his soaked tunic. Thorin glanced up at the Halfling as he worked to get Fili warm, "Master Baggins, would you please go find Nori and Dori for me? they should have returned by now."

"I'm sorry Thorin but I'd really rather stay here and see to my nephew," Bilbo said firmly as he lay Frodo down on the floor, "I believe you can understand that." Thorin was about to insist, but stopped. He understood. He felt a pang of sympathy as he watched as Bilbo started examining the quills in Frodo's chest, a distraught look on his face.

"I'll find them," said Tauriel who had helped get Kili and Ori into bed and was helping Legolas examine Kili's injuries.

"How do we get these out!" Bilbo exclaimed anxiously. Legolas handed him a large pair of tweezers.

"Be careful, the ends of the quills are hooked," Legolas warned as Bilbo excitably snatched the tweezers and started extracting the quills from Frodo's chest. Thorin heard a faint moan from the young hobbit, though he remained unconscious, "Tend to Ori as well," Thorin instructed.

Thorin finished removing Fili's wet clothing and lay him down in his bed, draping his blankets over him, "I-I...m okay Uncle…" Fili shuttered weakly, as Thorin took his ice cold hands in his own and rubbed and blew on them to warm them, "Help Kili, please…"

Thorin didn't have the chance to consider. He was about to respond to Fili when they were all startled by Kili's sudden scream of pain. Legolas, who had been tending to Kili, warming him and examining his injured leg, hurried to restrain the frightened dwarf.

"Kili," Thorin hurried over to his dark haired nephew and pushed him back into bed, "It's alright, you're safe."

Kili gazed up at his uncle with huge pain filled eyes. He looked confused and anxious as he struggled a bit, "Where am I…" he mumbled, reached over to touch the gash on his forehead. He looked shocked and confused when his fingers became wet with blood, "How did-" he let out an ear piercing scream when he tried to move his injured leg.

"Kili," Thorin said gently, cupping his nephews face in his hands, "Just lie still." At his uncle's soothing voice, Kili calmed a bit and stopped struggling. But he still looked confused and terrified, and Thorin noted the far off, unfocused look in his eyes.

"Fee…" Kili whimpered, "Where's Fili…"

"Right here, Brother," came Fili's immediate reply. Thorin noted that the color returned to the blonde's face as he propped himself up on his elbows to get a better look at his brother. Then Thorin watched as Kili's roaming hands brushed the blankets back and fell on his bare chest, "...naked?" he mumbled in confusion. Thorin couldn't help but smile a bit at Kili's concern for his own modesty.

"Yes, we had to get you out of those wet clothes," Thorin said calmly, "Don't worry, you're covered in your blankets, no one sees anything."

Legolas handed Thorin a wet cloth and the old king started to clean his nephew's head wound. It had bled a lot and the blood had frozen on Kili's face in the below freezing weather. Now in the warmth of their cabin, the frozen blood thawed and instantly spread to cover the whole half of Kili's face. It trickled into his wet matted hair and down his neck.

Kili gasped and his breath hitched in his throat. Thorin glanced over at Legolas who had positioned himself over Kili's broken leg. Thorin swallowed as he continued to clean the blood off Kili's face. And quickly, Legolas grabbed Kili's leg and pulled hard, manipulating the bone back into place.

Thorin was sure they could hear Kili's screaming all the way in Lake-town. The dark haired Dwarf twisted and squirmed, trying desperately to get away from the pain, tears streaming down his face. Thorin winced as he held Kili down.

"Shh…" Thorin shushed, pressing his lips into the mess of dark hair as he cupped his nephew's face in his hands. Out of his peripheral vision, he saw Fili reach out and grab his brother's flailing hand.

Finally, Kili calmed enough to allow Legolas to finish tending to his leg. Thorin watched as the elf expertly placed two boards against the broken leg and began to wrap the makeshift splint in bandages.

"I'm sorry, Uncle…" Kili uttered, his big brown eyes gazing up at Thorin, "Just wanted to be useful…"

Thorin sighed and glanced over at Fili who met his uncle's eyes cautiously. Thorin had been too worried about saving his nephews to be angry at them for getting into this situation in the first place. And now, as he thought over it, he felt a bit of anger well up inside him, though it was tempered with sympathy at Kili's words.

"Shouldn't have come to this…" Bilbo muttered. Thorin glanced over at the hobbit who was tending to Frodo and to Ori. Bilbo had been quiet up till now, trying to ignore the Dwarves while he cared for his own kin. But now he glanced over at them.

"You two shouldn't have been out in this weather," he said harshly, "If you had stayed inside like you were supposed to none of this would have happened! You're both lucky you're still alive!"

Fili hung his head in shame, while Kili tried to make sense of the Hobbit's words, still struggling with confusion no doubt due to his concussion.

Thorin felt angry. How dare the hobbit speak to his nephews like that! He was about to respond in kind, but stopped himself. Bilbo was frightened and overwhelmed. He was worried for Frodo and Thorin could understand that he was having trouble coping. Thorin had been the sole guardian for Fili and Kili for much of their lives after his sister had died and her husband before her. He was used to caring for them. Bilbo had never given much thought to raising children, his nephew and niece had parents up until this quest. Now he was suddenly forced into having to care for his grown but still young and innocent niece and nephew, and now he had to care for the orphaned gnome girl.

Thorin recalled what it was like after his sister had died. Fili and Kili had been very young and although Thorin had been involved in their lives from the beginning, he hadn't really played a big role in caring for them up until that time. He had enough on his plate being a king in exile. He had to care for his people, protect them, and lead them. Now all of a sudden, he had two orphaned Dwarflings in his care, depending on him.

That was many decades ago and Fili and Kili had grown up in their uncle's care. They were young adults and very capable Dwarf warriors; but as this incident had clearly demonstrated, they were both still reckless. They still needed his guidance. His job as their parent was not over, not by a long shot.

And Bilbo was starting this job all on his own. Thorin knew that Hobbits were home loving creatures. They didn't enjoy leaving their shire, were happy to be left alone. It had taken much convincing via Gandalf to convince Bilbo to leave the comfort of Bag End. But his adventurous side had won out and he eagerly joined Thorin on his quest. He had already been through far more dangerous than he had bargained for and Thorin knew he pined for home, often wondering if he had made a mistake leaving his comfortable hearth.

Now the hobbit was in way over his head. Not only had he faced many perils since leaving the shire, but he was now in charge of three young traumatized orphans. Thorin could certainly sympathize with Bilbo's situation, so he let the chastising of his own nephews slide. He most likely was going to give them a similar mouthful later, anyway.

"Ori!" they were interrupted when Nori burst into the room suddenly, followed by Dori, Tauriel, Oin, Asphodel, and Brenna. The two Dwarves hurried to their brother's bedside.

"By the light of Mahal, Thorin, what happened!" Dori demanded as he looked around at the scene before him.

"It was our fault, Dori…" Fili spoke up, before Thorin could respond, "We wanted to have a look at the place so we went into the forest. We ignored the storm…"

"Well why isn't he waking up!" Nori wanted to know as he and Dori examined the puncture wounds in Ori's chest.

"Alright, Lads, lets have a look," said Oin, kneeling down to inspect the row of injured youths. He quickly and expertly moved from Fili and Kili to Ori and Frodo, getting an assessment of their injuries.

"First thing is to keep them all warm, they've been at the mercy of that storm for far too long." He said, "Kili here's lost quite a bit of blood. Ye managed to get it stopped, that's good, but he's got a nasty concussion as well" he said as he moved down to examine Kili's leg.

"Nice work, Elf," he muttered to Legolas, "Patched the Lad up quite nice. We'll need to keep this leg immobile for quite awhile."

"What about his earlier injury?" Thorin asked, "His lung?"

"He was coughing earlier," Fili added and Thorin glanced over at Fili. His eldest nephew gave him a soft smile. He was looking much stronger, the wound on his cheek had stopped bleeding and he was still propped up on his knees, watching the action.

Oin didn't answer right away. He finished inspecting the leg and bandaged the head wound before sliding the blankets down a little to get a look at Kili's chest. Kili winced a bit as Oin pressed down on the reddened patch of skin over the lower part of his right lung. The wound had healed quite a bit over the weeks, no longer requiring bandages, but the scar from the arrow shaft was clearly visible.

"How's your breathing, Lad?" Oin asked, "Give me a breath."

Kili did as he was told and slowly inhaled, then exhaled coughing a bit, "a little sore," he coughed. Oin nodded, "Yer mending well, it'll be sore for a long time to come, but I don't think it'll give us any more real trouble. Now just relax, Lad, we need to get your fluids up." Oin patted Kili on the shoulder and pulled his blankets back up before moving on to Ori and Frodo.

"Venom, eh?" Oin said, glancing over Ori. As he did so, Ori slowly opened his eyes and looked around.

"Ori!" Dori exclaimed. Ori had a brother on each side of him and Oin and to shove them a bit out of the way in order to properly examine the puncture wounds on his chest.

"What - Oh…" Ori winced, "Boy, do I have a headache...hey, Dori, get off my legs, why don't you?"

"What?" Dori wasn't sitting on Ori's legs. He exchanged worried glances with Nori.

"Ye can't feel yer legs, can ye, Lad," Oin said. Ori shook his head with concern, just as Frodo started awake as well.

"The venom is paralyzing," Tauriel offered, "But it's temporary… most of the time. As we said before, we've encountered these creatures before."

Oin reached into his apothecary bag and pulled out a jar of white cream and handed it to Nori, "Here, put this over these wounds," he instructed. He turned around and gave another jar to Bilbo, "Should take care of the pain and help extract the poison. I think these Lads will be fine."

Thorin watched Bilbo visibly let go of a breath at that news. Again, the king could sympathize with the hobbit. He realized then that he and Bilbo had suddenly become kindred, both having to care for their orphaned kin.

"Kili!" Ori exclaimed, as Nori helped him sit up, "Fili! You're alright! I was so worried you were both goners for sure!"

"We're still here," Kili responded, "Thank you, Ori."

"Ah they can all do with a bit of rest now, Lads," Oin said as he finished with Ori and Frodo and moved over to check Fili over real quick, "Hows the stomach, Laddie?" he asked as he bandaged Fili's cheek for him.

"Fine, Oin," Fili said, "just a little sore, I guess."

"Good, good," said the old healer as he reached into his bag again and pulled out some herbs and glanced over at Tauriel and Legolas, who had withdrawn from the area and stood nearby together, "Will one of you pointy ears make the Lads some tea for me?" he asked, glancing over at Tauriel and Legolas, "It'll keep them warm and help them get some sleep."

"I'll do it," Tauriel said, grabbing the herb pouch and leaving the room, "Master Baggins, did you bring in the supplies from our horses?"

"Yes, yes," Bilbo said, "On the table. That fish too."

Thorin remembered the fish Bard brought him and sighed. He had been looking forward to surprising his hungry nephews with it and he had forgotten about it in his concern for them.

"We brought some food from Mirkwood," Tauriel said, "And supplies. It wasn't much because the horses couldn't carry too much due to the storm and we had to have room for all of your weapons. Just some bread, vegetables, and herbs."

"Very good," Oin said, standing up, "That's enough now, all of you. The Lads all need plenty of rest and perhaps when they wake they'll be of a mind to eat."

"I'm of a mind to eat now," Kili complained, "Those berries and mushrooms I found would have been great."

Thorin sighed. He had seen the berry bush and realized what had kept his nephews out in that forest for so long. They were hungry and the berries must have been too tempting. He really couldn't stay angry at them for that.

"Rest now, Kili," he said, squeezing both nephew's hands before getting to his feet, "You can eat when you wake up."

And with that, the four youths were left in the room alone while the others moved out into the larger room.

**Aww that was a sweet ending, eh? too bad it's not over yet. There's still some craziness waiting to go down in this story!**


	7. Chapter 7

**This is a bit of a transitional chapter, not too special, just setting the scenario for the craziness about to come starting in the next chapter... kind of the eye of the hurricane.**

Thorin moved out into the larger room of the cabin with the others and sat down on the bench he'd been sleeping on since they'd moved into this cabin. He was exhausted and drained both physically and emotionally. He felt the weariness in his bones. He put his head in his hands and listened to the others talking around him.

"When will Frodo and Ori be able to walk again?" Bilbo wanted to know as Asphodel and Brenna stood beside him.

"I can't say," Oin said explained, "I've never encountered this kind of venom before."

"Shouldn't Ori be more comfortable if we take him back to our own cabin?" Nori asked.

"I don't think it's a good idea for him or Frodo to be exposed to the cold right now," Oin said, "Best he and Master Frodo stay here for the time being."

"Well I'll get his mattress then," Nori responded, "Can't have him laying on the floor, can we?"

The elves finished making the tea as Oin had ordered them to and Oin took four mugs into the room. Thorin glanced up with eyes red with fatigue and emotion and watched the room around him.

Nori and Dori headed back out into the storm to get some things for Ori while the elves busied themselves with unloading the things they'd brought with them. Thorin watched as the Elves piled all the Dwarves weapons in a pile. Axes, swords, knives, daggers. Thorin caught a sight of Kili's bow and he also knew that the majority of those daggers and knives belonged to Fili.

The Elves also unloaded more blankets, some iron tools and kitchen ware, and some pottery, and pouched and satchels full of vegetables, mushrooms, and grain, "I know it isn't much," said Tauriel, noticing Thorin's eyes on them, "Little grows in Mirkwood these days for our forest is sick. But there is some oats and barley that we've kept in the store rooms. And some carrots, onions, and potatoes. And lots of mushrooms."

"We ought to make a stew," Bilbo suggested and Thorin glanced at the piece of parchment paper on the table which contained the fish Bard had given him. He had been looking forward to sharing the meal with his nephews. Now, he would have to make it feed everyone.

"Alright, but it's a small fish," he said, "And the young ones should be fed first."

"Of course," Bilbo agreed, "Come Asphodel, Brenna, lets chop these vegetables. I'll show you how to make a fish soup." The hobbits got busy with the food preparation.

"Ah my staff!" Oin exclaimed as he came back out into the room and noticed all the weapons.

"How are they?" Bilbo wanted to know, gesturing towards the room where the boys slept. Thorin took note of the two young girls who were helping the hobbit dispatch the fish. Asphodel and Brenna. Asphodel was Frodo's younger sister, although there didn't seem to be too many years between them. Asphodel was clearly a young adult, probably about the same age as Thorin's nephews, although Thorin didn't know how Hobbits aged.

Brenna was shorter than the hobbits and had large Dwarf like ears. She was slender and quite beautiful. She looked about the same age as Asphodel. Thorin had never met a gnome before though he had heard rumors of the small folk that lived in the far north of Middle Earth where the world remained locked in ice most of the year. But if it weren't for the ears, Thorin would have mistaken her for a short Hobbit.

"They'll all be fast asleep soon enough," Oin said, "I put a bit of herb in that tea to help them all sleep. But they'll be needing to eat something when they wake up, its important that they keep their strength up."

Just then, there was a loud bang on the door. Thorin glanced over, thinking it was Dori and Nori returning.

"Come in," He called and was surprised when Bard came into the room, followed by Balin and Dwalin. Dori and Nori followed close behind them carrying a straw filled mattress and a bag of supplies.

"I'm sorry to disturb you at such a late hour," Bard said, but as he looked around, he added, "Though it appears you are all awake."

"We have some disturbing news, Thorin," Balin said, "Tell him, Brother."

"I came across some bandits while I was doing my evening patrols," Dwalin explained, "Seems Lake-town has been plagued by some unsavory characters for quite sometime."

"I have told you that times are hard," Bard said, "Poverty breeds desperation and many have taken to acquiring things through less than ideal means."

"That is not the problem," Dwalin said. He reached into his pocket and pulled out a small piece of paper and handed it to Thorin, "One of the bandits was carrying this."

The note was in common tongue. It had a small sketch of Thorin on it and as Thorin read it, he swallowed hard.

"It is a price for your head," Balin said, "A rather large price."

"You never bothered to mention to me that you were hunted," Bard said, raising a brow, "It would seem to be the reason we are having an orc problem now, after we have not seen a single orc in these parts in decades."

"Azog..." Thorin breathed. He knew the giant pale orc wanted him dead, and he knew there was a price on his head, but he didn't realize that word of Azog's hunt had spread to the world of men.

"Hunted..." Legolas said, crossing his arms across his chest, "We suspected as much. The orcs we killed were far more determined than they usually are."

Thorin took a slow breath as all eyes were suddenly on him, "Azog is an old enemy of mine," he said to Bard and to the elves, "It is not the concern of Elves or Men."

"It is if these orcs threaten our town," Bard pointed out, "And have you thought of what might happen if someone learns of this price on your head? There are plenty of people in this town that wouldn't hesitate to kill you if it meant they could get enough gold to feed their families."

"Then they are fools," Thorin responded, "Do you really think Azog would give anyone the prize he promises once he has what he wants?"

"What do we do now?" Dwalin wondered, "We can't stay here."

Thorin sighed. It seemed their options were running thin. Return to the blue mountains or stay here and face Azog, Bolg, or any mercenary who thought they could due him in.

"Returning to the Blue mountains would be difficult," Balin pointed out, "we have many months of winter yet to go and we haven't the coin to make the journey... besides, I'm sure Azog would expect us to return there if he knows our attempt to get into Erebor had failed. He'd be waiting for us."

"What about the Iron Mountains?" Nori pipped up. He and Dori had come out of the bedroom after taking Ori his mattress, "Would Dain take us in?"

"I doubt it," Thorin said, "He didn't take us in when he came to him 171 years ago."

"The young ones are not in any condition to brave these frigid conditions," Oin pointed out, "A journey anywhere would surely be the death of them."

"What?" Bard asked, "I thought they were recovering, what's wrong with them now?"

"They went out to the forest and got caught in the storm," Thorin explained, "And they were attacked by some kind of beast."

"The forest?" Bard sighed, "Fools. They are lucky they encountered only one beast."

"They would have had no reason to go into the forest if they were not starving to death," Thorin growled, glaring at Bard.

"Well you have more problems here than just keeping well fed," Bard responded, "I have heard men talking."

Thorin shrugged. He knew the townsfolk did not all approve of him being in their midst. He had been the subject of more than a few insults and jeers when he was in town and they didn't bother to keep their cruel jibes from reaching his ears, "I do not care what they think of me," he said.

"You will soon," Bard said, "They are getting impatient. They think you are part of the prophecy and they don't understand why gold isn't flowing from the mountain yet. There are some who think you should take action against the master who is keeping us all in poverty. They will not tolerate your inaction forever. You are a king, they think that you should be able to save them."

"I am not here to involve myself in their affairs," Thorin said, "We will not intervene."

"You have no choice," Bard said hotly, "From what i've just heard, you have no where to go. you're stuck here with us. So you can either help us and help yourself, or you can continue to go on alone out here. Orcs and mercenaries are the least of your worries. Tell me, how long will you and your nephews survive on one small piece of bread a day?"

Thorin wanted to argue. But Bard was right, their options were limited. He hadn't recalled a time since they had arrived that he hadn't been nearly weakened with hunger and he had been spending all his strength and energy working on the forge trying to earn enough coin to feed himself and his kin. He knew the rest of the company had not fared better, even Bombur had lost a little weight.

"The winters here are very harsh, Your Majesty, as I am sure you remember," Bard continued, "I have seen it claim too many lives. You may have been the king of a mighty kingdom in the past and perhaps you shall be in the future. But for now, here in the present, you are on our terms. You may be hearty folk, but you are not immune to starvation and destitution."

"Very well," Thorin said with a sigh of defeat, "I will meet with your master in the morning and persuade him to be reasonable."

"And what of you pointy ears?" Dwalin asked, "Why have you been aiding us? What's in it for you?"

"My father is a wise elf, but he is wrong," Legolas said, stepping forward, "He cares more about protecting our kingdom than helping others."

"Evil is spreading over this world," Tauriel added, "We cannot remain blind to it any longer. And we can only defeat it if we stand united. Legolas and I will help you and your company. And we will help the men of the lake, we can only hope that our king will see the wisdom of it."

Thorin nearly doubled over in shock. Did these elves just pledge themselves to him? He never thought he'd live to see the race he considered his enemies actively aid him. Yet they had. They had helped him ever since they had been captured together with him in the Orc caves. And as much as he hated to admit it, if it hadn't been for their presence, it is quite likely that Fili, Kili, Ori, and Frodo would all be dead now. And they had defied their king, no less.

"Never thought I'd see the day," Balin muttered to Legolas and Tauriel, "Seems your race has some honor after all."

"Thank you…" Thorin muttered sheepishly, glancing down at the ground.

They all sat in awkward silence for awhile. A lot had been said and a lot needed deep thought. Thorin listened to the crackle of the flames in the fireplace and the soft tapping as Bilbo placed an iron cauldron over the fire and began to stir the contents. The savory aroma of fish soup began to permeate through the room and Thorin could feel his mouth water.

"It's quite late," Dwalin said, sensing that there wasn't much left to say tonight, "Come, Brother. We'll return in the morning if you'd like us to accompany you to visit the Master, Thorin."

"Thank you, Dwalin," Thorin responded.

"I'll take my leave as well," Bard said, "But I'd like to be present when you speak to the master."

"We have an extra cabin if you pointy ears want to stay here," Oin said as he turned to Thorin, "I'll check on the Lads in the morning."

Dwalin, Balin, Bard, Legolas, Tauriel, and Oin headed out of the cabin together. Thorin glanced over at Nori and Dori.

"Thorin I've been thinking," Nori said, "Dain may not be willing to take us in but he could part with a few supplies. We are his kin after all."

"What are you suggesting?" Thorin asked, raising a brow.

"I could head out to the iron mountains myself," he said, "I'm a trader after all. I'd probably take Bifur, Bofur, and Bombur with me."

"Alright, as soon as the storm lets up," Thorin said, "We haven't much to barter with, but do what you can."

"I'll be back in the morning to check on Ori," Dori added as the two headed out. Thorin was left with Bilbo, Asphodel and Brenna. Bilbo glanced up from the caldron he was stirring,

"Where'd everyone go?" he asked, "It's just about ready."

"To bed, Master Baggins," Thorin responded, "Which is what I'd like to do myself, if you don't mind."

"We'll uh check in on Frodo in the morning," Bilbo said, getting the hint and setting the bowls of soup on the table, "I guess you'll just finish up with this, then. Come on, Girls."

"Thank you, Master Baggins," Thorin said, "You needn't worry about your nephew, I'll watch over him tonight, though I may need you to stay here tomorrow while I am in town."

Bilbo bid Thorin goodnight and led the girls out of the cabin. Thorin sighed with relief once he was finally alone. He brought the soup into the bedroom where the boys received it eagerly, as hungry as they were, and then ate some himself before laying down on his bench for some much needed sleep.


	8. Chapter 8

**Sorry it's so short but I'm still in Los Angeles visiting family and I haven't had much time to work on this. I'll be home in a few days.**

By morning, the storm had passed but the land lay encased in a dense fog and the temperatures plummeted to far below freezing. The lake had become as solid as an icy road.

Thorin and his convoy had left for Lake-town, leaving Bilbo and the girls to care for the boys. Bilbo had gone back to his cabin to collect a few things when Fili woke with a start. The sun's rays, weakened by the thick fog, barely illuminated the room through the window.

Fili winced as the all too familiar pain in his stomach roused him from the deep sleep he was in. It was a little worse than it had been in the past few days but the young prince shrugged it off as best he could as he rose to dress himself.

Quickly slipping into a plain white tunic and black pants, Fili turned to the others and saw three pairs of eyes staring back at him.

"Good morning," he greeted, coming over to kneel beside his brother, "How are you feeling, Little Brother?"

"Sore," Kili said groggily, wincing a bit as he coughed, "And hungry."

"I'll see if there is any more soup left," Fili suggested before glancing over at Ori and Frodo, "What about the two of you?"

"I sure wish we had some nice chips," Ori complained.

"My legs hurt," Frodo said, wincing hard, "But at least I can feel them again."

"I'd say that's a good thing," Fili said with a smile, "Means the poison is leaving your body."

"I'd like to get out of bed," Kili said, wincing when he sat up a little too quickly. Then, glancing down at his bare chest, he added, "And to get dressed."

Fili smiled and grabbed his brother a long tunic and got to his feet, "I'll go see if there is anything I can do about breakfast," he said, "I'll be back in a moment."

When Fili entered the larger room, he was surprised to find Asphodel tending the fire while Brenna appeared to be mending a tunic as she sat on Thorin's bench.

"Where is my uncle?" Fili wanted to know, "And Master Boggins?"

"It's Baggins, Dwarf," Asphodel corrected him as she finished stoking the fire and turned to them, "And your uncle is in Lake-town. Mine will be back shortly, he has gone to collect a few items from our cabin."

Fili smiled a little as he settled into the bench next to Brenna. Hobbits were always so particular, and the pretty red headed youth was certainly a credit to her race. Fili watched with interest as she fussed with the fire and with a caldron she had put inside it.

"I was hoping there was more fish soup," Fili said, "My brother and the others are hungry."

"There is a little," Asphodel said, pouring some of the contents of the caldron into bowls, "I'll take it to them." She collected the bowls and hurried into the bedroom.

"You know that tunic is far too large for you," Brenna blurted out as she and Fili sat together on the bench, "You look like a vagabond."

Fili smirked, "It was made to be worn by men," he informed her, "Bard has brought us supplies he can spare."

"Well it is fortunate that you have found yourself in the company of a gnome," Brenna said, "My people are great artisans and craftsmen and my mother taught me everything about textiles. I lost my tailoring kit when the orcs captured me but I was fortunate that the ladies of Lake-town was able to provide me with some supplies. I could hem it for you. Unless of course you wish to continue looking like a derelict."

Fili raised a brow at the Gnome girl's boldness. He regarded her for a moment. He hadn't really gotten to know the newest members of their company, only exchanging brief words with them. Brenna was quite lovely, with wavy honey blonde hair and deep blue eyes.

"You are quite bold, Milady," Fili commented as Brenna continued mending the tunic she was working on.

"No good ever came from staying quiet," Brenna responded, "I will speak my mind if I will."

Fili couldn't help but smile. He could tell that Brenna was a very intelligent and confident gnome. And after all she had been through lately, he didn't expect her to be very vocal.

"Dwarves are craftsmen as well," he told her, "Erebor was carved out of stone and rock after all. It was once among the mightiest kingdoms of middle earth and it's wealth was all forged by Dwarfish hands."

"Have you ever been inside?" Brenna asked, glancing up at him, "Do you speak from memory?"

"No," Fili said sadly, "My uncle was very young when the dragon came. But I grew up on tales of the mountain, as did my brother. We had always dreamed of the day when the dragon would be defeated and our uncle reclaims his kingdom."

"The dream is not lost," Brenna assured him, "You may yet see your kingdom restored. After all, we are living upon the foot of the mountain and you and your kin have proven to be most resilient thus far."

"You are wise," Fili said. He was about to continue, comforted by her kind words of wisdom when he was interrupted by a shrill shriek coming from outside. Fili shot a gaze towards the window and his blood ran cold. Orcs...

"Go to the room with the others," Fili instructed quickly as he jumped to his feet and quickly retrieved his weapons from the corner of the room. It felt good to handle his double swords again. He turned to see Brenna standing in front of him with her hands on her hips.

"You will be safer in there," Fili insisted, "Please hurry, they are not far."

"Have you taken me for some sort of coward, Dwarf?" Brenna demanded hotly as Fili began shoving his daggers and knives into his clothing, "Or do you think you are capable of handling an entire orc pack on your own?"

"I just thought-"

"You just thought I was a poor maiden who needed protecting," Brenna accused as she moved forward and swiftly pulled a few small daggers out of where Fili had stashed them in his tunic, "I assure you a need no man's protection."

Fili could see this small woman would not be swayed, "Very well, Milady," he said with a slight smile, "I apologize."

Another orc shriek sounded in the distance. Much closer this time. Fili grabbed a bunch of weapons and hurried past Brenna and into the bedroom where he found Kili sitting up in bed while Ori and Frodo exchanged worried looks. Asphodel was sitting on the floor beside Kili. Their looked told Fili that they had heard the orcs too.

"How far away are they?" Kili asked.

"Not far," Fili said, handing Kili his bow and sword, "Stay in here, you will not be able to fight in your condition."

Kili wanted to argue and tried to struggle to his feet but with his leg being held tightly in it's splint, he had no luck. And he was out of time. Fili had just enough time to whirl around as the front door was thrown opened suddenly and Fili found himself face to face with at least half a dozen fierce looking Orcs...


	9. Chapter 9

**Hey Peeps, I just got back in from Los Angeles last night so let the updates return again!**

Fili didn't hesitate to dive into the fight, swords first. He counted six Orcs as he quickly moved to block the door to the bedroom where his brother and the others were laying helplessly in bed.

He quickly dispatched the first orc, slashing his sword across it's throat while spinning around to charge a second. As he found, he caught sight of Brenna gutting an Orc with the daggers she' taken from him. She was a very capable fighter, despite her small size. Fili watching in admiration as she maneuvered through the Orcs with such swiftness that they had trouble keeping track of her.

But Fili didn't get the chance to admire the Gnome's skills. He was quickly charged from the side by three orcs. He engaged in a deadly dance with his enemies. Duck, parry, swing, slash. Fili fought with passion and ferocity. He and his twin swords were deadly. He wasn't just defending himself after all. He was fighting to protect his brother and the others. Though Kili had his weapons, he would be little match for the Orcs with a broken leg. And Ori and Frodo had begun to get feeling back into their bodies but would still be very helpless. Fili hadn't seen Asphodel fight but he knew as a general rule, Hobbits were not warriors and he didn't see how she could be of any help to them either.

So Fili had to fight not only for his life, but for his brothers as well and that fueled his movements. He swung high and suddenly the orc attacking him no longer had a head. And as he ducked and narrowly avoided the next attackers offense, Fili gasped when he saw Brenna go down, having been struck hard in the head by a orc's hilt. And the Orc moved to finish her off.

With a dwarfish war cry, Fili gutted his opponent and rushed to Brenna's aid, shoving his sword into the orc just as he was about to bring his sword down on the gnome. The orc barely had time to react before the golden-haired dwarf was upon him, slashing and slicing with an almost monomaniacal ferocity.

But it became too much too quickly. While cutting Brenna's assaulter down, Fili forgot about his third assailant. The orc dove in from the side and as Fili whirled, his head collided with the side of the orc's blade. He fell hard against the wall beside Brenna. He felt warm blood trickle down his face as he gazed up at his attacker.

The orc roared in laughter as it stood over the fallen dwarf and Fili swallowed as he felt the cold metal of the orc's blade against his throat. It would soon be over, he knew. He refused to show the orc filth the fear he felt but yelped a bit as the orc pressed down on the blade, cutting slightly into his throat.

As if to taunt the doomed dwarf, the orc bent down close as he brought the blade to his mouth and licked the blood- Fili's blood off. He stared tauntingly at Fili as he did it.

Fili was afraid. Not for himself. He felt anguish at the thought of this orc finishing him off and then going into the room and cutting his brother down as he lay wounded in bed. Kili was going to die and all because Fili could not protect him.

And Fili shuddered inwardly when he thought ahead to what would happen when Thorin returned home to find them all slain. He feared for his uncle in that moment. He knew that losing Erebor the first time had nearly broken Thorin. He also knew that Thorin had managed to go on with his life despite this loss. He had made a new home for his people and he had raised his nephews in relative peace. But even in that peace, Fili knew Thorin still suffered silently. And now, they had come so close and Thorin had been forced to sacrifice Erebor for the sake of his nephews. Fili had not been able to shake off that guilt, especially when he knew his uncle was suffering even more now that he lived within sight of the mountain.

Many nights, when Thorin thought they were asleep, Fili and seen his beloved uncle through the window of their new home. He would stand outside and gaze at the mountain. He would stand there for hours lost in the sight of his mountain home when he thought no one was watching.

And now as Fili waited for the orc to deliver the death-blow, he worried about what would become of Thorin. He knew that he and his brother were the only things keeping Thorin from giving himself over to the grief of losing Erebor.

But Fili refused to go down silently. He glared at the orc and shouted out a string of Khuzdul insults. The orc sneered and raised his weapon. Fili didn't shrink back or close his eyes, just continued to glare hard at the orc and to curse it and all of it's kin. And the blade came down- but just as it reached Fili's throat, the orc suddenly let out a shriek of pain and dropped the blade.

Fili gasped and sat up as the orc toppled off of him and crumpled to the floor. Glancing over, Fili saw an axe in it's back. And standing in its wake was a young red-bearded dwarf.

"Gimli!"

Thorin arrived in town early that morning with no knowledge of what was transpiring at home. Nori, Bombur, and Bifur had left for the Iron Mountains earlier that morning. Bofur had decided to stay behind with Thorin.

Dwalin was patrolling Lake-town and Oin had gone into town to acquire more apothecary supplies. Thorin walked through town, along with representatives of the other Dwarf families in his company: Balin, Bofur, Gloin, and Dori. Bilbo had been invited to come along as well but Thorin was glad when he opted to stay behind to care for the wounded. Thorin had been very reluctant to leave his nephews but he knew this had to be done.

As he moved through town, Bard and the elves led the way towards the Master's house in the center of town. Thorin sighed as the townsfolk stopped what they were doing to get a glimpse of him and his Dwarfish envoy. Some sneered and muttered hateful insults towards him while others looked to him with hope.

Thorin was so busy trying to ignore the attention he was getting from the people of Lake-town that he almost didn't hear it. A whisper in the shadows. "Oakenshield…" Thorin glanced around but he could see nothing. This is until he peered down a narrow alley wedged between two rows of tall wooden buildings. As he passed by the alley, he saw a cloaked figure standing at the far end of the alley.

"I can help you with what you seek," came the dark voice. Thorin halted his procession and peering deeper into the alley.

"Come to me alone…" the figure said, "And I will tell you how to kill Smaug and reclaim your mountain."

And with that, right before Thorin's eyes, the figure vanished in a cloud of dark black smoke.

"What is it, Thorin?" The king glanced to Gloin who walked over to try and get a glimpse of whatever had held Thorin's attention.

"It must have been my imagination," Thorin said with a shrug, "Come on let us continue."

Thorin still felt the eerie presence as he continued through town. He glanced at the crowd but he didn't see any sign of the hooded figure. But he couldn't shake the feeling that he was being watched more intently than normal.

When they eventually found themselves in the masters house, after being harassed at the door by Alfrid, of course, they all stood before the large overweight man as he sipped his brandy.

"It has come to my attention that you have been cheating your people out of their wages," Thorin began, as if he hadn't been aware of that fact from the very beginning, "I am here to demand that you redistribute the wealth you have been hoarding so that your people can earn a better wage for themselves."

"Demand!" the master exclaim, "Who are you to be making demands of me!"

"I am the king of Erebor," Thorin responded slowly, "I will not stand by and allow you to exploit people any longer."

"Some king!" Alfrid taunted, "You have been in our midst for weeks now and the dragon still lives!"

"We will get our kingdom back," Thorin said, "But until we do, we will not continue to allow you go on with your exploitations."

"And how do you profess to stop me?" The master said with a sneer, "From what I've heard, you are at our mercy. Those settlements you are living in belong to Esgaroth and we can cast you out very easily."

"You will do nothing of the sort," Legolas stepped forwards and the master raised a brow as if just now recognizing his presence, "All your wealth comes from trade with the woodland realm. If you cast the Dwarves out and you do not stop exploiting your people, we will cut off trade and you will soon find yourself as destitute as your people."

That forced the master into silence. Clearly he hadn't thought about that. He was living in luxury supported solely by Thranduil's kingdom. Having Thranduil's son standing here, telling him the terms was more than a little intimidating. He'd never imagined having to lower himself to begging in the streets like the riff raff he governed.

"Very well…" the master muttered, "I'll lower the taxes. But that is as far as I will go, this is still my city after all!"

"Wrong," Bard said stepping forward, "This is Esgaroth. I am the direct descendant of the lord of Esgaroth, Girion."

Thorin exchanged glances with Gloin and Balin. That announcement caught him off guard. He didn't know Bard's royal blood lines.

"You lost that title when your ancestor failed to kill the dragon!" Alfrid sneered, "And don't think we don't know you are behind all unrest in this town, Bard."

"True," The master said and he gazed up at the ceiling as if he was coming to some kind of sudden realization, "In fact I think your rebel rousing days are over. You're too much of a liability."

"What are you saying?" Bard asked, "You can't arrest me you have no charges."

"Oh we won't arrest you," The master said, "But it seems you've been too friendly with these Dwarves. Maybe it's time you joined them. As of this moment, you and your brats are to be evicted from town."

"What!" Bard exclaimed, "You cannot cast me out of town, my ancestor was the king of Esgaroth!"

"We can do whatever we want," Alfrid sneered, "Besides aren't we entrusted with the safety of Lake-town? We can't have you stirring up the masses and causing riots."

Thorin felt a pang of guilt knowing their efforts had just cost Bard and his children his home. But it seemed that they had managed to persuade the master into easing up on the taxes and he hoped things would be a little calmer and more prosperous around here.

"If you are going to send him to live in the settlement, I think it would be right for you to give that land to the Dwarves, at least until they have retaken Erebor," Tauriel suggested, "In fact we insist that you do."

The master opened his mouth to protest but Legolas moved forward and fixed him with a very intimidating glare, "We have decided to become the liaisons between Mirkwood, Esgaroth and the Dwarf settlement. We will report any wrong doings directly to my father, King Thranduil. If we don't like what we see, he will cut off trade immediately."

Thorin had to doubt the validity of that statement. While Legolas and Tauriel had more than proven themselves to him thus far, he could not bring himself to trust Thranduil. After all how could he forget or forgive the elvenking's past transgressions? But Thorin would go along with the ruse for now if it would get the master to do as they wished.

"Very well you can have the land for as long as you plan to remain there," The Master said, "But if you produce anything there agriculturally, we will take a cut of your goods before you will be allowed to sell it in town or trade elsewhere."

Thorin reluctantly agreed to the terms. He didn't feel he should share anything with this greedy Human, but he didn't feel they were in a position to argue. He didn't think Legolas would be able to intimidate him too much without word from Thranduil that if they attempted to pressure the Human too much, he might expel them from the land all together and in the dead of winter, he shuddered to think of that possibility.

"It's a shame," The master jeered as Thorin and his party prepared to leave, "I have heard to word on the street about you, Thorin Oakenshield. And here we thought the mountain king would be able to deliver us from the threat of the dragon, but it seems you are nothing but a failure. After all, you failed to keep your lands 171 years ago, I guess we should have known you would fail now. It seems failure is what you shall be known for, Mountain King. Or should I say False King?"

Those words stung Thorin and it was all he could do not to turn around and break the master of Lake-town in half. But he kept his composure as he and his delegation walked back out into town. Those words, though meant as a cruel jeer, rang with truth in Thorin's mind. After all, if he wasn't a failure, then why weren't he and his people home yet?

**Aww poor Thorin. He's doubting himself. But yay, Gimli! Anyways, this episode is winding to a close, maybe just one or two chapters left. I've already started fleshing out Episode 3 and I think you will enjoy it.**


	10. Chapter 10

**Gah! sorry this took so long but I have been suffering from the worst case of Writer's block ever. It just struck without warning and it won't leave me alone! And real life has been demanding my attention lately.**

… **anyway, this is the last chapter in this episode! I'm laying out the foundation for the third episode which I think you will enjoy, but I'm going to give myself a little time to think about it and roll it over in my head so that it comes out awesome. Thank you everyone for the awesome reviews, they have definitely been motivating me!**

Bilbo was delayed by his own Orc problem. He had been trying to get some supplies gathered when he was interrupted by a trio of orcs bursting into the cabin that he had been sharing with Frodo, Asphodel, and Brenna.

It was fortunate that Sting was nearby and he was able to get to it quickly. It was also fortunate that he had developed some sword skill after having spent so much time around Dwarves. He quickly dispatched the three orcs that attacked him, then hurried back to Thorin's cabin.

His stomach jumped a bit when he found the front door hanging on its hinges and a large number of orc bodies littering the ground. _Thorin left me to care for everyone and look what happened!_ the hobbit thought as he rushed into the cabin.

His little heart skipped a beat when he found Brenna laying on the bench with Fili knelt over, tending to her. She was muttering something with Fili put a small cloth on her forehead.

"Welcome back, Mister Boggins," Fili greeted, turning to face the hobbit.

"Oh, you're hurt!" Bilbo exclaimed, rushing over when he saw the dried blood on Fili's neck and face, "Thorin is going to kill me!"

"I'm fine," Fili assured him, swatting him away as he tended to Brenna, "We were able to handle the Orcs just fine, but they've made a mess of this place."

"Brenna?" Bilbo peered down at the Gnome laying on Thorin's bench. There was a nasty welt on her forehead, but she managed a smile.

"I've had a bump on the head before, I'm fine," Brenna assured him. Fili helped her sit up slowly and she groaned a little in pain.

Bilbo glanced around to see Kili sitting at the table, his leg propped up on a chair, while Frodo and Ori sat opposite him at the table and Asphodel stoked the fire. He then noticed they had one extra dwarf. The young looking red bearded dwarf was gathering all the orc bodies and trying to drag them outside.

"And uh, who are you supposed to be?" Bilbo wanted to know when the dwarf came back into the cabin after piling the orcs out front.

"This is our cousin, Bilbo," Kili explained, "Gimli. He's Gloin's son and he's come all the way from the Blue Mountains."

"Ah. Well why are you here all of a sudden?" Bilbo felt a bit confused by Gimli's sudden appearance.

"That is something I would rather discuss when everyone returns," Gimli said, then glancing at Fili and Kili, "I'm afraid I have some news that concerns us all."

Fili and Kili glanced at one another from across the room while Bilbo turned his attention to Frodo, "So glad you are up and about," he said, hurrying over to his nephew, "Did you make it out here on your own?"

"With a little help from Asphodel and Gimli," Frodo said, "But I can feel my legs again at least. I'm alright, Uncle."

"I suppose we can return to our own cabins tonight," Ori said, "With Nori gone, and Dori in town all the time, I'll have extra chores."

Bilbo shook his head as he began to pace back and forth. He was feeling the stress, as if he hadn't been before. He was sorely missing the shire and he had more than enough of adventures for one lifetime. "Chores?" he exclaimed, "You got poisoned by some mutant creature, you nearly got killed by orcs and you're concerned about _chores_? You Dwarves take everything so lightly, look at everything that has happened to us! I knew I should have never left Bag end!"

"But if you hadn't you wouldn't have been able to find us, Uncle," Asphodel reminded him, as she set a cup of tea in front of everyone, "Frodo and I would still be in that Orc prison."

That much was true, Bilbo couldn't argue with that. He didn't even know that Frodo and Asphodel and their parents were missing from the Shire. He'd been so wrapped up in his own affairs that he really hadn't spent much time among his numerous relatives in the shire. After all, there were too many Baggins and Tooks to keep track of in the shire.

This adventure had definitely changed Bilbo Baggins. He wasn't the same hobbit that stepped out of his door on a Dwarfish adventure. He began to wonder if he even belonged in the shire anymore. What would all those entirely respectable, proper, well mannered Bagginses think of him now?

"I suppose that's true then, Asphodel," Bilbo conceded, smiling warmly at his niece. He composed himself a bit before continuing, "Where did those Orcs come from? What if they come back?"

"If they return we'll kill them," Kili said with a shrug as if the answer should have been obvious. Bilbo sighed and didn't feel too encouraged by that response. He resigned himself to sitting in quiet contemplation with the others until Thorin returned.

Thorin nearly fell over when he saw the sight as he and the other Dwarves were returning from Lake-town. The snow in front of his cabin was littered with the bodies of orcs and the door was hanging slightly ajar.

Fearing what he might find inside, Thorin tore into his cabin, mind racing with fear. He should have planned for this, he shouldn't have left them so vulnerable. He should have been there to protect them.

But Thorin let out a sigh of relief when he saw everyone inside. Everyone was alive. And what's more, they all looked much better than they had been in a long time. But the cabin itself was in a state of disarray. The door was broken and doing little to shelter them from the cold, chairs had been broken, there was black orc blood everywhere, and cracks in the walls.

"What happened!" Thorin exclaimed as he looked around at the destruction.

"It's alright Uncle," Fili said as he and Brenna sat on the bench, "We took care of them."

"Gimli!" Thorin whirled at Gloin's shout from behind him. Sure enough, the red bearded Dwarf walked over to them. Thorin had to blink twice as Gimli and Gloin embraced tightly and the look of shock on Gloin's face was absolute.

"He saved us," Kili spoke up from where he sat at the table with his leg propped up, "We'd all be dead if he hadn't showed up when he did."

"How in the world did you get here, Boy!" Gloin exclaimed, "And where's yer Mum?"

Gimli sighed. Thorin frowned a bit when he looked at the young dwarf. He sensed something was amiss. Gazing around the room, he found Frodo and Ori walking around in circles, trying to get the strength back into their legs while Asphodel and Bilbo fussed over the fire. Dori rushed over to help his brother while Balin and Bofur came in and started trying to fix the broken door. The Elves had stayed in Lake-town with Bard, trying to fight Bard's eviction from town.

"I uh… I have something to tell you, Father…" Gimli said, a solemn look coming over his face as Gloin looked him over.

"Perhaps we should leave," Bilbo suggested, sensing the sudden awkwardness. "Come Frodo, Brenna."

Thorin watched with some amusement, as the hobbits made a b-line for the door, bidding everyone else a hasty farewell. He didn't miss the exchange of glances between Fili and Brenna as the gnome got up and followed Bilbo out. He raised a brow at his nephew as he moved to sit beside him on the bench.

Now, with only Dwarves in the room, Gimli sighed and looked around at all the faces in the room, "Mum is dead…" he said with a heavy sigh, "And so are many of our people."

"What!" Gloin exclaimed as everyone in the room went silent. Thorin swallowed hard when he saw the heartbreak on Gloin's face. As everyone else exchanged glances of horror and grief, Gimli continued;

"Not long after you left the Blue Mountains, there was a massive Orc attack. We tried to fight them off but their numbers were too great. They destroyed all of our villages in the Blue Mountains and left few survivors."

The news hit Thorin in the gut like a physical blow. He found himself gasping for breath while trying to compose himself, and looking around the room, he could tell the other Dwarves were having the same reaction. Ori leaned on Dori, weeping silently for their own parents and loved ones who had been in the Blue Mountains. Bofur and Balin dropped the door they were working on, letting it slam shut. Kili sat at the table by himself and put his head in his hands. Thorin felt Fili lean heavily against him. And Gloin just stared at his son, all color drained from his face.

"How…" Fili gasped, "How many survived?"

"Not many," Gimli said, "And they are all scattered. I set out to follow you after it happened. It didn't seem like there was much left for me in Ered Luin… I've been trailing you, but I lost you in Mirkwood."

"Who could have done this?" Kili mumbled from the table, "How did it happen?"

"It was a message," Thorin replied, staring at the ground, "For me…"

"Azog…" Balin breathed, "He must have ordered the attack thinking we'd return to the Blue Mountains should our quest fail."

"What do we do now, Thorin?" Bofur asked as Thorin blinked back tears, "Where do we go?"

"We find that bloody orc and make him rue the day his eyes ever fell on a Dwarf!" Gloin shouted, grabbing his axe, "He ought to pay!"

Thorin would be more than happy to comply with that request, but Balin, the voice of wisdom in light of this tragedy, raised a hand to halt Gloin.

"Not so fast, Lad," Balin said, "I know we all had loved ones in the Blue Mountains, but we need to think clearly on this. We don't know where Azog or Bolg is and if they were able to fell an entire village of armed Dwarves, 14 of us plus a few Halflings won't be much of a challenge to them."

"Surely you aren't suggesting we just let them get away with this atrocity!" Dori exclaimed.

"I'm afraid that's exactly what I'm suggesting," Balin said firmly, "We have our own Orc problems right now."

Thorin wanted nothing more than to protest. To tell Balin he was mistaken, to rush out and find every last one of his now lost people and to kill Azog and Bolg and every last Orc on Middle Earth. But Balin was right, what could they do from here? And as indicated by the bodies outside, the destruction in the cabin, and Fili's wounds, the Orcs seemed to have them in their sights. They wouldn't get far, especially in winter.

"I can't let them get away with killing me wife!" Gloin roared as he paced back and forth like a caged animal, "They need to answer for what they did!"

"Balin's right, Gloin," Thorin said slowly, "It seems like that attack happened right after we departed, which was many months ago now. I want to help our people too, but as Gimli said, the survivors are scattered, they could be anywhere, we have no hope of finding them…"

Gloin growled and muttered curses under his breath, but finally calmed down enough to listen to reason, "Then what do we do?" He demanded, "Sit here and wait for them to come pick off the rest of us?"

"We need to fortify our defenses," Balin said, "Winter or no, we need to be doing some work to ensure we can defend ourselves from the Orcs. Now Dwalin has been doing nightly patrols, but seems this one slipped past him. Like it or not, Laddies, this settlement is our new home."

Gloin muttered some colorful Khuzdul curses under his breath then stormed out of the cabin, Gimli on his heels. Thorin sighed and hoped Gloin would listen to reason even though he was finding it very difficult to listen himself.

Dori ushered Ori out a few minutes as there didn't seem to be anything else left to say. Bofur followed them and Balin left soon after, not not before repeating his words, hoping Thorin would heed his warnings.

Thorin was finally alone with his nephews after what seemed like a very long time. Looking at Fili, he felt a pang of guilt when he saw the bruises and gashes on Fili's face and neck. But the golden haired Dwarf gave him a weak smile.

"I'm sorry, Uncle," he said. Thorin looked at him quizzically,

"What have you got to be sorry about?" the king asked softly.

"We haven't been much help to you in this quest," he responded, "And maybe if we had stayed in Ered Luin, we might have been able to defend them."

"You have been more help to me than you can possibly know," Thorin said, glancing over at Kili who listened to their conversation intently from where he sat at the table, his big brown eyes full of sorrow and grief.

"You have both shown yourselves to be worthy of Durin," Thorin continued, "You're brave and honorable and I have never been more proud of you as I have been in this quest."

"Fili did kill most of those orcs by himself," Kili pointed out.

"We just want to contribute," Fili said, "We don't want to be burdens."

Thorin sighed and glanced back and forth between them. It was true he had been very overprotective of them ever since they arrived here. After all, they were both very close to death when they arrived here and the thought of losing them had struck Thorin to the core. But keeping them locked up in the cabin was only making them miserable, he could tell.

"Alright," He said, "You've both proven to be capable warriors and I could use your help anyway. For now, I want you two to be in charge of making repairs to these cabins. Bard tells me no one has lived here for decades and I think this place could definitely use some attention from a fine Dwarven craftsman. Are you up for it?"

"Yes!" Kili exclaimed so enthusiastically that Fili and Thorin couldn't help but chuckle. And with that, Thorin allowed himself to relax for the first time in a very long time. Seeing the youthful enthusiasm in both his nephew's eyes made him feel as though the weight he had been carrying on his shoulders had been temporarily lifted… he worried about the future. He worried about his people, vulnerable and weak once again after their home in exile had suddenly been taken from them. He worried that the orcs would return. He worried about the situation in Lake-town… but right now, in this moment, those worries could be put aside.

**The End! Or to be continued, whatever you prefer. I'll keep you posted about the third episode.**


	11. Not a chapter

This is not a chapter. It's just a memo, I am currently thinking up a third story on this story line, not ready to post it yet. But if you want some updates and want to talk to me about future plans for this story, feel free to follow me on tumbler, same pen name "Truthfulnomad" I am currently posting my first story "Plight of the Dwarves" up on there as well. And I may post sneak peeks for the third one on tumbler as well.

Also, I wanted to thank all of my followers and people who have reviewed my work, it encourages me to keep writing!


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